Prospectus excerpt:  We are offering 1,500,000 shares of our 5.250% Mandatory Convertible Preferred Stock, with an initial liquidation preference of $100 per share (our Ùmandatory convertible preferred stockˆ). This offering is part of the financing of the Merger described herein.

We will pay dividends on each share of our mandatory convertible preferred stock on a cumulative basis at an annual rate of 5.250% of the initial liquidation preference of $100 per share. Dividends will accrue and cumulate from the date of issuance and, to the extent lawful and declared by our board of directors, will be paid on each January 1, April 1, July 1 and October 1 in cash or, at our election (subject to certain limitations), by delivery of any combination of cash and shares of our common stock. The first dividend payment on our mandatory convertible preferred stock, if declared, will be made on October 1, 2014, in the expected amount of $1.2979 per share, which will reflect the time period from the date of issuance to, but not including, October 1, 2014.

Each share of our mandatory convertible preferred stock has a liquidation preference of $100, plus an amount equal to accrued and unpaid dividends. Each share of our mandatory convertible preferred stock will automatically convert on July 1, 2017 (subject to postponement in certain cases), into between 1.8141 and 2.2222 shares of our common stock (the Ùminimum conversion rateˆ and Ùmaximum conversion rate,ˆ respectively), each subject to adjustment. The number of shares of our common stock issuable on conversion will be determined based on the average VWAP (as defined herein) per share of our common stock over the 20 consecutive trading day period commencing on and including the 22nd scheduled trading day prior to July 1, 2017. At any time prior to July 1, 2017, holders may elect to convert all or a portion of their shares of mandatory convertible preferred stock into shares of our common stock at the minimum conversion rate. If any holder elects to convert shares of mandatory convertible preferred stock during a specified period beginning on the effective date of a fundamental change (as described herein), the conversion rate will be adjusted under certain circumstances and such holder will also be entitled to a fundamental change dividend make-whole amount (as described herein).

Concurrently with this offering, we are offering 8,500,000 shares of our common stock, plus up to an additional 1,275,000 shares of our common stock that the underwriters of such offering have the option to purchase from us at a public offering price of $45.00 per common share (the ÙCommon Stock Offeringˆ). The Common Stock Offering is being made by means of a separate prospectus supplement and accompanying prospectus and not by means of this prospectus supplement. The completion of this offering is not contingent on the completion of the Common Stock Offering, and the Common Stock Offering is not contingent on the completion of this offering.